Joseph B. Dempster, Jr.
About Joseph B. Dempster, Jr.
Joseph B. Dempster, Jr. (age 59) is a nominee for election to the ITIC Board; he is a partner at Poyner Spruill LLP (Raleigh, NC) with practice areas in corporate, real estate, and finance, and served as the firm’s Managing Partner for over 11 years . He is considered an independent director under Nasdaq standards despite his firm’s provision of legal services to the Company in 2024 and 2023; the Board reviewed the relationship and affirmed independence . He was recommended to the Nominating Committee by non-management directors and executive officers; term to expire 2028 upon election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Poyner Spruill LLP | Partner; Managing Partner | Joined 1990; Managing Partner for 11+ years | Leadership of corporate, real estate, and finance law practice; governance expertise; primary outside counsel to multiple civic/charitable/educational organizations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various civic/charitable/educational organizations | Board positions and primary outside counsel | Not disclosed | Governance and community engagement (specific entities not named) |
Board Governance
- Independence: The Board determined Dempster is “independent” under Nasdaq standards; it specifically considered his law firm’s paid legal services to ITIC in 2024 and 2023 and concluded independence .
- Nomination and selection: Nominated by the Nominating Committee; recommended by non-management directors and executive officers .
- Committees: 2024 committee compositions did not include Dempster (nominee). Audit Committee: Coley, Parker, Scott; met 7x. Compensation Committee: Francis, Hutson, Speed; met 2x. Nominating Committee: Coley, Francis, Speed; met 2x .
- Attendance: In FY2024, all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting (Dempster, as a 2025 nominee, has no attendance record yet) .
- Governance practices: Executive sessions of independent directors are held periodically . Board risk oversight delineated across Audit (financial reporting/internal controls/legal/regulatory), Compensation (comp risks), and Nominating (board composition/governance) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $7,500 | Paid in cash |
| Board meeting attendance fee | $2,500 per meeting | Plus travel reimbursement |
| Committee meeting fee | $750 per meeting | Only if held on a day other than the regular Board meeting date |
| Audit Committee Chair retainer | $500 annually | Additional cash retainer |
Decisions regarding director compensation are made by the full Board; CEO may recommend, but no compensation consultant is used .
Performance Compensation
| Grant Type | Grant Date | Quantity | Exercise Price | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Appreciation Rights (SARs) – annual grant to each non-employee director | May 15, 2024 | 750 | $160.94 | Vests/exercisable in four quarterly installments starting June 30, 2024 | May 15, 2031 | $69,327 (per director) |
- Equity award practices: Each non-employee director is granted 750 SARs on the date of the Annual Meeting; SARs payout in shares equal to appreciation above exercise price; Company does not grant options to directors and prohibits hedging/pledging by insiders .
- Performance metrics: No performance-based metrics are tied to director compensation; SAR vesting is time-based .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dempster .
- Interlocks or shared directorships with competitors/suppliers/customers: Not disclosed .
- Related-party lens: His law firm provided legal services to ITIC; Audit Committee oversees related-party transactions and potential conflicts .
Expertise & Qualifications
- Core credentials: Corporate, business, real estate, and governance expertise; managerial experience at policy-setting level; in-depth knowledge of title-related real estate transactions .
- Selection rationale: Managerial expertise and domain experience aligned with Company needs; nominated for a Board with diversity of experience and perspectives per Nominating Committee criteria .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Reference Date |
|---|---|---|---|
| Joseph B. Dempster, Jr. (Nominee) | 25 | * (<1%) | April 1, 2025 |
- Share count basis: 1,886,268 shares outstanding as of April 1, 2025 (excludes non-voting subsidiary shares) .
- Pledging/hedging: Prohibited for insiders under Company policy .
- SARs/options: No SARs/options positions disclosed for Dempster (not a director in FY2024); aggregate SARs by sitting directors listed separately in proxy .
Governance Assessment
- Strengths:
- Independence affirmed despite external legal services relationship; explicit Board review and Audit Committee oversight of related-party transactions mitigate conflict risk .
- Deep legal and governance expertise with long-term leadership at a major law firm; directly relevant to title/real estate operations and regulatory/compliance oversight .
- Board maintains independent executive sessions and clear risk oversight allocations across committees .
- Watch items / RED FLAGS:
- Related-party exposure: His firm’s paid legal services to ITIC present a potential conflict vector; though independence is affirmed, continued monitoring and Audit Committee pre-approval/oversight are prudent .
- Director pay structure: Equity via SARs (option-like) with time-based vesting and no performance metrics reduces pay-for-performance linkage for directors, though this is common for board compensation; fair value per director grant is meaningful ($69,327) and warrants scrutiny relative to board workload and governance outcomes .
- Engagement signals:
- Nominated via Nominating Committee with explicit qualification-based rationale; Board attendance and meeting cadence indicate an active governance environment he will enter (4 Board meetings; committee meetings active) .
Overall: Dempster’s legal/governance background should strengthen board oversight in corporate, real estate, and compliance matters. The law firm relationship is a manageable but material conflict to monitor, with independence and related-party controls currently disclosed as robust .